Common use of No Fiduciary Duties Clause in Contracts

No Fiduciary Duties. In connection with all aspects of each transaction contemplated hereby, Holdings, U.S. Holdings, U.S. XxxXx and the Borrower acknowledge and agree that: (a) the extensions of credit provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document) are an arm’s-length commercial transaction between Holdings, U.S. Holdings, U.S. XxxXx, the Borrower and the other Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger and the Lenders, on the other hand, and Holdings, U.S. Holdings, U.S. XxxXx, the Borrower and the other Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (b) in connection with the process leading to such transaction, the Administrative Agent, the Arranger and each Lender is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary, for any of Holdings, U.S. Holdings, U.S. XxxXx, the Borrower, any other Loan Party or any of their respective Affiliates, stockholders, creditors or employees or any other person; (c) none of the Administrative Agent, the Arranger or any Lender has assumed or will assume an advisory, agency or fiduciary responsibility in favor of Holdings, U.S. Holdings, U.S. XxxXx, the Borrower or any other Loan Party with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether the Administrative Agent, the Arranger or any Lender has advised or is currently advising Holdings, U.S. Holdings, U.S. XxxXx, the Borrower or any other Loan Party or their respective Affiliates on other matters) and none of the Administrative Agent, the Arranger or any Lender has any obligation to any of Holdings, U.S. Holdings, U.S. XxxXx, the Borrower, the other Loan Parties or their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; (d) the Administrative Agent, the Arranger, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of Holdings, U.S. Holdings, U.S. XxxXx, the Borrower and the other Loan Parties and their respective Affiliates, and none of the Administrative Agent, the Arranger or any Lender has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (e) the Administrative Agent, the Arranger and the Lenders have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and Holdings, U.S. Holdings, U.S. XxxXx, the Borrower and the other Loan Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. Holdings, U.S. Holdings, U.S. XxxXx, the Borrower, the other Loan Parties and their respective Affiliates each hereby waives and releases, to the fullest extent permitted by law, any claims that it may have against the Administrative Agent, the Arranger and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty.

No Fiduciary Duties. In connection with all aspects of each transaction contemplated herebyEach Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, Holdings, U.S. Holdings, U.S. XxxXx and the Borrower acknowledge and agree that: (a) the extensions of credit provided for hereunder and any related arranging fiduciary or agency relationship or fiduciary or other services in connection therewith (including in connection with implied duty between the Administrative Agent, any amendment, waiver Lender or other modification hereof or of any other Loan Document) are an arm’s-length commercial transaction between Holdings, U.S. Holdings, U.S. XxxXx, the Borrower and the other Loan Parties and their respective AffiliatesAffiliate thereof, on the one hand, and the Administrative Agentsuch Loan Party, the Arranger and the Lendersits stockholders or its Affiliates, on the other hand, and Holdings, U.S. Holdings, U.S. XxxXx, the Borrower and the other other. The Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of agree that the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (bthe exercise of rights and remedies hereunder and thereunder) in connection with the process leading to such transaction, the Administrative Agent, the Arranger and each Lender is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary, for any of Holdings, U.S. Holdings, U.S. XxxXx, the Borrower, any other are arm’s-length commercial transactions. Each Loan Party or any of their respective Affiliates, stockholders, creditors or employees or any other person; (c) none of agrees that it has consulted its own legal and financial advisors to the Administrative Agent, the Arranger or any Lender has assumed or will assume an advisory, agency or fiduciary responsibility in favor of Holdings, U.S. Holdings, U.S. XxxXx, the Borrower or any other Loan Party extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to any of the such transactions contemplated hereby or and the process leading thereto, including with respect to any amendment, waiver or other modification hereof or . Each of any other the Loan Document (irrespective of whether Parties acknowledges that the Administrative Agent, the Arranger or any Lender has advised or is currently advising Holdings, U.S. Holdings, U.S. XxxXx, the Borrower or any other Loan Party or their respective Affiliates on other matters) and none of the Administrative Agent, the Arranger or any Lender has any obligation to any of Holdings, U.S. Holdings, U.S. XxxXx, the Borrower, the other Loan Parties or their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; (d) the Administrative Agent, the Arranger, the Lenders and their respective Affiliates may have interests in, or may be engaged providing or may in the future provide financial or other services to other parties with interests which a broad range Loan Party may regard as conflicting with its interests and may possess information (whether or not material to the Loan Parties) other than as a result of transactions (x) the Administrative Agent acting as administrative agent hereunder or (y) the Lenders acting as lenders hereunder, that involve interests the Administrative Agent or any such Lender may not be entitled to share with any Loan Party. Without prejudice to the foregoing, each of the Loan Parties agrees that differ from those of Holdings, U.S. Holdings, U.S. XxxXxthe Administrative Agent, the Borrower and the other Loan Parties Lenders and their respective AffiliatesAffiliates may (a) deal (whether for its own or its customers’ account) in, or advise on, securities of any Person, and none (b) accept deposits from, lend money to, act as trustee under indentures of, accept investment banking engagements from and generally engage in any kind of business with other Persons in each case, as if the Administrative Agent were not the Administrative Agent and as if the Lenders were not Lenders, and without any duty to account therefor to the Loan Parties. Each of the Loan Parties hereby irrevocably waives, in favor of the Administrative Agent, the Arranger or Co-Syndication Agents, the Co-Documentation Agents, the Lenders and the Arrangers, any Lender has any obligation to disclose any conflict of such interests interest which may arise by virtue of any advisory, agency or fiduciary relationship; and (e) the Administrative Agent, the Arranger and Co-Syndication Agents, the Co-Documentation Agents, the Arrangers and/or the Lenders have not provided and will not provide any legal, accounting, regulatory acting in various capacities under the Loan Documents or tax advice with respect to any for other customers of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and Holdings, U.S. Holdings, U.S. XxxXx, the Borrower and the other Loan Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. Holdings, U.S. Holdings, U.S. XxxXx, the Borrower, the other Loan Parties and their respective Affiliates each hereby waives and releases, to the fullest extent permitted by law, any claims that it may have against the Administrative Agent, the any Arranger and the Lenders with respect to or any breach or alleged breach of agency or fiduciary dutyLender as described in this Section 9.18.

No Fiduciary Duties. In connection with all aspects of each transaction contemplated herebyEach Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, Holdings, U.S. Holdings, U.S. XxxXx and the Borrower acknowledge and agree that: (a) the extensions of credit provided for hereunder and any related arranging fiduciary or agency relationship or fiduciary or other services in connection therewith (including in connection with implied duty between the Administrative Agent, any amendment, waiver Lender or other modification hereof or of any other Loan Document) are an arm’s-length commercial transaction between Holdings, U.S. Holdings, U.S. XxxXx, the Borrower and the other Loan Parties and their respective AffiliatesAffiliate thereof, on the one hand, and the Administrative Agentsuch Loan Party, the Arranger and the Lendersits stockholders or its Affiliates, on the other hand, and Holdings, U.S. Holdings, U.S. XxxXx, the Borrower and the other other. The Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of agree that the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (bthe exercise of rights and remedies hereunder and thereunder) in connection with the process leading to such transaction, the Administrative Agent, the Arranger and each Lender is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary, for any of Holdings, U.S. Holdings, U.S. XxxXx, the Borrower, any other are arm’s-length commercial transactions. Each Loan Party or any of their respective Affiliates, stockholders, creditors or employees or any other person; (c) none of agrees that it has consulted its own legal and financial advisors to the Administrative Agent, the Arranger or any Lender has assumed or will assume an advisory, agency or fiduciary responsibility in favor of Holdings, U.S. Holdings, U.S. XxxXx, the Borrower or any other Loan Party extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to any of the such transactions contemplated hereby or and the process leading thereto, including with respect to any amendment, waiver or other modification hereof or . Each of any other the Loan Document (irrespective of whether Parties acknowledges that the Administrative Agent, the Arranger or any Lender has advised or is currently advising Holdings, U.S. Holdings, U.S. XxxXx, the Borrower or any other Loan Party or their respective Affiliates on other matters) and none of the Administrative Agent, the Arranger or any Lender has any obligation to any of Holdings, U.S. Holdings, U.S. XxxXx, the Borrower, the other Loan Parties or their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; (d) the Administrative Agent, the Arranger, the Lenders and their respective Affiliates may have interests in, or may be engaged providing or may in the future provide financial or other services to other parties with interests which a broad range Loan Party may regard as conflicting with its interests and may possess information (whether or not material to the Loan Parties) other than as a result of transactions (x) the Administrative Agent acting as administrative agent hereunder, or (y) the Lenders acting as lenders hereunder, that involve interests the Administrative Agent or any such Lender may not be entitled to share with any Loan Party. Without prejudice to the foregoing, each of the Loan Parties agrees that differ from those of Holdings, U.S. Holdings, U.S. XxxXxthe Administrative Agent, the Borrower and the other Loan Parties Lenders and their respective AffiliatesAffiliates may (a) deal (whether for its own or its customers’ account) in, or advise on, securities of any Person, and none (b) accept deposits from, lend money to, act as trustee under indentures of, accept investment banking engagements from and generally engage in any kind of business with other Persons in each case, as if the Administrative Agent were not the Administrative Agent and as if the Lenders were not Lenders, and without any duty to account therefor to the Loan Parties. Each of the Loan Parties hereby irrevocably waives, in favor of the Administrative Agent, the Arranger or Lenders, the Syndication Agent and the Arrangers, any Lender has any obligation to disclose any conflict of such interests interest which may arise by virtue of any advisory, agency or fiduciary relationship; and (e) the Administrative Agent, the Arranger and Arrangers, the Syndication Agent and/or the Lenders have not provided and will not provide any legal, accounting, regulatory acting in various capacities under the Loan Documents or tax advice with respect to any for other customers of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and Holdings, U.S. Holdings, U.S. XxxXx, the Borrower and the other Loan Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. Holdings, U.S. Holdings, U.S. XxxXx, the Borrower, the other Loan Parties and their respective Affiliates each hereby waives and releases, to the fullest extent permitted by law, any claims that it may have against the Administrative Agent, any Arranger, the Arranger and the Lenders with respect to Syndication Agent or any breach or alleged breach of agency or fiduciary dutyLender as described in this Section 10.17.

No Fiduciary Duties. In connection with all aspects of each transaction contemplated hereby, Holdings, U.S. Holdings, U.S. XxxXx and the Borrower acknowledge acknowledges and agree agrees that: (a) the extensions of credit Loan Facility provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document) are an arm’s-length commercial transaction between Holdingsthe Borrower, U.S. Holdings, U.S. XxxXx, the Borrower and the other Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger Arrangers and the Lenders, on the other hand, and Holdings, U.S. Holdings, U.S. XxxXx, the Borrower and the other Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (b) in connection with the process leading to such transaction, the Administrative Agent, the each Arranger and each Lender is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary, for any of Holdings, U.S. Holdings, U.S. XxxXx, the Borrower, any other Loan Party or any of their respective Affiliates, stockholders, creditors or employees or any other person; (c) none of the Administrative Agent, the any Arranger or any Lender has assumed or will assume an advisory, agency or fiduciary responsibility in favor of Holdings, U.S. Holdings, U.S. XxxXx, any the Borrower or any other Loan Party with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether the Administrative Agent, the any Arranger or any Lender has advised or is currently advising Holdings, U.S. Holdings, U.S. XxxXx, the Borrower or any other Loan Party or their respective Affiliates on other matters) and none of the Administrative Agent, the any Arranger or any Lender has any obligation to any of Holdings, U.S. Holdings, U.S. XxxXx, the Borrower, the other Loan Parties or their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; (d) the Administrative Agent, the ArrangerArrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of Holdings, U.S. Holdings, U.S. XxxXx, the Borrower and the other Loan Parties and their respective Affiliates, and none of the Administrative Agent, the any Arranger or any Lender has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (e) the Administrative Agent, the Arranger Arrangers and the Lenders have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and Holdings, U.S. Holdings, U.S. XxxXx, the Borrower and the other Loan Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. Holdings, U.S. Holdings, U.S. XxxXx, the The Borrower, the other Loan Parties and their respective Affiliates each hereby waives and releases, to the fullest extent permitted by law, any claims that it may have against the Administrative AgentAgents, the Arranger Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty.

No Fiduciary Duties. In connection with all aspects of each transaction contemplated herebyEach Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, Holdings, U.S. Holdings, U.S. XxxXx and the Borrower acknowledge and agree that: (a) the extensions of credit provided for hereunder and any related arranging fiduciary or agency relationship or fiduciary or other services in connection therewith (including in connection with implied duty between the Administrative Agent, any amendment, waiver Lender or other modification hereof or of any other Loan Document) are an arm’s-length commercial transaction between Holdings, U.S. Holdings, U.S. XxxXx, the Borrower and the other Loan Parties and their respective AffiliatesAffiliate thereof, on the one hand, and the Administrative Agentsuch Loan Party, the Arranger and the Lendersits stockholders or its Affiliates, on the other hand, and Holdings, U.S. Holdings, U.S. XxxXx, the Borrower and the other other. The Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of agree that the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (bthe exercise of rights and remedies hereunder and thereunder) in connection with the process leading to such transaction, the Administrative Agent, the Arranger and each Lender is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary, for any of Holdings, U.S. Holdings, U.S. XxxXx, the Borrower, any other are arm’s-length commercial transactions. Each Loan Party or any of their respective Affiliates, stockholders, creditors or employees or any other person; (c) none of agrees that it has consulted its own legal and financial advisors to the Administrative Agent, the Arranger or any Lender has assumed or will assume an advisory, agency or fiduciary responsibility in favor of Holdings, U.S. Holdings, U.S. XxxXx, the Borrower or any other Loan Party extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to any of the such transactions contemplated hereby or and the process leading thereto, including with respect to any amendment, waiver or other modification hereof or . Each of any other the Loan Document (irrespective of whether Parties acknowledges that the Administrative Agent, the Arranger or any Lender has advised or is currently advising Holdings, U.S. Holdings, U.S. XxxXx, the Borrower or any other Loan Party or their respective Affiliates on other matters) and none of the Administrative Agent, the Arranger or any Lender has any obligation to any of Holdings, U.S. Holdings, U.S. XxxXx, the Borrower, the other Loan Parties or their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; (d) the Administrative Agent, the Arranger, the Lenders and their respective Affiliates may have interests in, or may be engaged providing or may in the future provide financial or other services to other parties with interests which a broad range Loan Party may regard as conflicting with its interests and may possess information (whether or not material to the Loan Parties) other than as a result of transactions (x) the Administrative Agent acting as administrative agent hereunder or (y) the Lenders acting as lenders hereunder, that involve interests the Administrative Agent or any such Lender may not be entitled to share with any Loan Party. Without prejudice to the foregoing, each of the Loan Parties agrees that differ from those of Holdings, U.S. Holdings, U.S. XxxXxthe Administrative Agent, the Borrower and the other Loan Parties Lenders and their respective AffiliatesAffiliates may (a) deal (whether for its own or its customers’ account) in, or advise on, securities of any Person, and none (b) accept deposits from, lend money to, act as trustee under indentures of, accept investment banking engagements from and generally engage in any kind of business with other Persons in each case, as if the Administrative Agent were not the Administrative Agent and as if the Lenders were not Lenders, and without any duty to account therefor to the Loan Parties. Each of the Loan Parties hereby irrevocably waives, in favor of the Administrative Agent, the Arranger or Lenders and the Arrangers, any Lender has any obligation to disclose any conflict of such interests interest which may arise by virtue of any advisory, agency or fiduciary relationship; and (e) the Administrative Agent, the Arranger and Arrangers and/or the Lenders have not provided and will not provide any legal, accounting, regulatory acting in various capacities under the Loan Documents or tax advice with respect to any for other customers of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and Holdings, U.S. Holdings, U.S. XxxXx, the Borrower and the other Loan Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. Holdings, U.S. Holdings, U.S. XxxXx, the Borrower, the other Loan Parties and their respective Affiliates each hereby waives and releases, to the fullest extent permitted by law, any claims that it may have against the Administrative Agent, the any Arranger and the Lenders with respect to or any breach or alleged breach of agency or fiduciary dutyLender as described in this Section 9.16.

No Fiduciary Duties. In connection with all aspects of each transaction contemplated hereby, Holdings, U.S. Holdings, U.S. XxxXx Holdings and the Borrower acknowledge and agree that: (a) the extensions of credit provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document) are an arm’s-length commercial transaction between Holdings, U.S. Holdings, U.S. XxxXx, the Borrower and the other Loan Parties and their respective Affiliates, on the one hand, and the Administrative AgentAgents, the Arranger Arrangers and the Lenders, on the other hand, and Holdings, U.S. Holdings, U.S. XxxXx, the Borrower and the other Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (b) in connection with the process leading to such transaction, the Administrative each Agent, the each Arranger and each Lender is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary, for any of Holdings, U.S. Holdings, U.S. XxxXx, the Borrower, any other Loan Party or any of their respective Affiliates, stockholders, creditors or employees or any other person; (c) none of the Administrative AgentAgents, the any Arranger or any Lender has assumed or will assume an advisory, agency or fiduciary responsibility in favor of Holdings, U.S. Holdings, U.S. XxxXx, the Borrower or any other Loan Party with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether the Administrative any Agent, the any Arranger or any Lender has advised or is currently advising Holdings, U.S. Holdings, U.S. XxxXx, the Borrower or any other Loan Party or their respective Affiliates on other matters) and none of the Administrative AgentAgents, the any Arranger or any Lender has any obligation to any of Holdings, U.S. Holdings, U.S. XxxXx, the Borrower, the other Loan Parties or their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; (d) the Administrative AgentAgents, the ArrangerArrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of Holdings, U.S. Holdings, U.S. XxxXx, the Borrower and the other Loan Parties and their respective Affiliates, and none of the Administrative AgentAgents, the any Arranger or any Lender has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (e) the Administrative AgentAgents, the Arranger Arrangers and the Lenders have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and Holdings, U.S. Holdings, U.S. XxxXx, the Borrower and the other Loan Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. Holdings, U.S. Holdings, U.S. XxxXx, the Borrower, the other Loan Parties and their respective Affiliates each hereby waives and releases, to the fullest extent permitted by law, any claims that it may have against the Administrative each Agent, the each Arranger and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty.

No Fiduciary Duties. In connection with all aspects Each of each transaction contemplated hereby, Holdings, U.S. Holdings, U.S. XxxXx Holdings and the Borrower acknowledge (on behalf of itself and agree that: each other Loan Party) agrees that (a) nothing in the extensions of credit provided for hereunder and any related arranging Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other services in connection therewith (including in connection with implied duty between the Administrative Agent, any amendmentIssuing Bank, waiver any Lender or other modification hereof or of any other Loan Document) are an arm’s-length commercial transaction between Holdings, U.S. Holdings, U.S. XxxXx, the Borrower and the other Loan Parties and their respective AffiliatesAffiliate thereof, on the one hand, and Holdings, the Borrower or such other Loan Party, as applicable, its stockholders or its Affiliates, on the other, (b) the transactions contemplated by the Loan Documents (including the -171- exercise of rights and remedies hereunder and thereunder) are arm’s‑length commercial transactions, and (c) it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each of Holdings and the Borrower (on behalf of itself and each other Loan Party) acknowledges that the Administrative Agent, the Arranger and the Lenders, on the other hand, and Holdings, U.S. Holdings, U.S. XxxXx, the Borrower and the other Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (b) in connection with the process leading to such transaction, the Administrative Agent, the Arranger and each Lender is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary, for any of Holdings, U.S. Holdings, U.S. XxxXx, the Borrower, any other Loan Party or any of their respective Affiliates, stockholders, creditors or employees or any other person; (c) none of the Administrative Agent, the Arranger or any Lender has assumed or will assume an advisory, agency or fiduciary responsibility in favor of Holdings, U.S. Holdings, U.S. XxxXx, the Borrower or any other Loan Party with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether the Administrative Agent, the Arranger or any Lender has advised or is currently advising Holdings, U.S. Holdings, U.S. XxxXx, the Borrower or any other Loan Party or their respective Affiliates on other matters) and none of the Administrative Agent, the Arranger or any Lender has any obligation to any of Holdings, U.S. Holdings, U.S. XxxXx, the Borrower, the other Loan Parties or their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; (d) the Administrative Agent, the ArrangerIssuing Banks, the Lenders and their respective Affiliates may have interests in, or may be engaged providing or may in a broad range of transactions that involve the future provide financial or other services to other parties with interests that differ from those of which Holdings, U.S. Holdings, U.S. XxxXx, the Borrower or such other Loan Party may regard as conflicting with its interests and may possess information (whether or not material to Holdings, the Borrower or such other Loan Party) other than as a result of (x) the Administrative Agent acting as administrative agent hereunder or (y) the Lenders acting as lenders hereunder, that the Administrative Agent, any Issuing Bank or any Lender may not be entitled to share with Holdings, the Borrower or any other Loan Party. Without prejudice to the foregoing, each of Holdings and the Borrower (on behalf of itself and each other Loan Parties Party) agrees that the Administrative Agent, the Issuing Banks, the Lenders and their respective AffiliatesAffiliates may (A) deal (whether for its own or its customers’ account) in, or advise on, securities of any person, and none (B) accept deposits from, lend money to, act as trustee under indentures of, accept investment banking engagements from and generally engage in any kind of business with other persons in each case, as if the Administrative Agent were not the Administrative Agent and as if the Issuing Banks and Lenders were not lenders hereunder, and without any duty to account therefor to Holdings, the Borrower or any other Loan Party. Each of Holdings and the Borrower (on behalf of itself and each other Loan Party) hereby irrevocably waives, in favor of the Administrative Agent, the Arranger or Issuing Banks and the Lenders, any Lender has any obligation to disclose any conflict of such interests interest which may arise by virtue of any advisory, agency or fiduciary relationship; and (e) the Administrative Agent, the Arranger Issuing Banks and the Lenders have not provided and will not provide any legal, accounting, regulatory acting in various capacities under the Loan Documents or tax advice with respect to any for other customers of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and Holdings, U.S. Holdings, U.S. XxxXx, the Borrower and the other Loan Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. Holdings, U.S. Holdings, U.S. XxxXx, the Borrower, the other Loan Parties and their respective Affiliates each hereby waives and releases, to the fullest extent permitted by law, any claims that it may have against the Administrative Agent, the Arranger and the Lenders with respect to any breach Issuing Bank or alleged breach of agency or fiduciary dutyany Lender as described in this Section 9.24.

No Fiduciary Duties. In connection with all aspects of each transaction contemplated hereby, Holdings, U.S. Holdings, U.S. XxxXx and the Borrower acknowledge and agree that: (a) the extensions of credit provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document) are an arm’s-length commercial transaction between Holdings, U.S. Holdings, U.S. XxxXxThe Parent, the Borrower and each other Guarantor agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other Loan Parties and their respective Affiliatesimplied duty between the Administrative Agent, any Lender or any Affiliate thereof, on the one hand, and the Administrative AgentParent, the Arranger and the LendersBorrower or such Guarantor, as applicable, its stockholders or its Affiliates, on the other hand, and Holdings, U.S. Holdings, U.S. XxxXxother. The Parent, the Borrower and the each other Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of Guarantor agrees that the transactions contemplated hereby and by the other Loan Credit Documents (including any amendment, waiver or other modification hereof or thereof); (bthe exercise of rights and remedies hereunder and thereunder) in connection with the process leading to such transaction, the Administrative Agent, the Arranger and each Lender is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary, for any of Holdings, U.S. Holdings, U.S. XxxXx, the Borrower, any other Loan Party or any of their respective Affiliates, stockholders, creditors or employees or any other person; (c) none of the Administrative Agent, the Arranger or any Lender has assumed or will assume an advisory, agency or fiduciary responsibility in favor of Holdings, U.S. Holdings, U.S. XxxXxare arm’s‑length commercial transactions. The Parent, the Borrower or any and each other Loan Party Guarantor agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to any of the such transactions contemplated hereby or and the process leading thereto. The Parent, including with respect to any amendment, waiver or the Borrower and each other modification hereof or of any other Loan Document (irrespective of whether Guarantor acknowledges that the Administrative Agent, the Arranger or any Lender has advised or is currently advising Holdings, U.S. Holdings, U.S. XxxXx, the Borrower or any other Loan Party or their respective Affiliates on other matters) and none of the Administrative Agent, the Arranger or any Lender has any obligation to any of Holdings, U.S. Holdings, U.S. XxxXx, the Borrower, the other Loan Parties or their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; (d) the Administrative Agent, the Arranger, the Lenders and their respective Affiliates may have interests in, or may be engaged providing or may in the future provide financial or other services to other parties with interests which the Parent, the Borrower or such Guarantor may regard as conflicting with its interests and may possess information (whether or not material to the Parent, the Borrower or such Guarantor) other than as a broad range result of transactions (x) the Administrative Agent acting as administrative agent hereunder or (y) the Lenders acting as lenders hereunder, that involve interests that differ from those the Administrative Agent or any Lender may not be entitled to share with the Parent, the Borrower or any Guarantor. Without prejudice to the foregoing, each of Holdings, U.S. Holdings, U.S. XxxXxthe Parent, the Borrower and each other Guarantor agrees that the other Loan Parties Administrative Agent the Lenders and their respective AffiliatesAffiliates may (a) deal (whether for its own or its customers’ account) in, or advise on, securities of any Person, and none (b) accept deposits from, lend money to, act as trustee under indentures of, accept investment banking engagements from and generally engage in any kind of business with other Persons in each case, as if the Administrative AgentAgent were not the Administrative Agent and as if the Lenders were not lenders hereunder, and without any duty to account therefor to the Parent, the Arranger Borrower or any Lender has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (e) the Administrative Agent, the Arranger and the Lenders have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and Holdings, U.S. Holdings, U.S. XxxXxGuarantor. The Parent, the Borrower and each Guarantor hereby irrevocably waives, in favor of the Administrative Agent and the Lenders, any conflict of interest which may arise by virtue of the Administrative Agent and the Lenders acting in various capacities under the Credit Documents or for other Loan Parties have consulted their own legalcustomers of the Administrative Agent or any Lender as described in this Section 11.22. The parties hereto are executing this Agreement as of the date first above written. ADMINISTRATIVE AGENT AND LENDER: BERKSHIRE HATHAWAY LIFE INSURANCE COMPANY OF NEBRASKA, accountingBy: /s/ Bxxxx Xxxxxx Name: Bxxxx Xxxxxx Title: Senior Vice President THE BORROWER: SERITAGE GROWTH PROPERTIES, regulatory and tax advisors L.P. a Delaware limited partnership By: Seritage Growth Properties, its general partner By: /s/ Bxxxxxxx Xxxxxx Name: Bxxxxxxx Xxxxxx Title: President & CEO THE PARENT: SERITAGE GROWTH PROPERTIES, a Maryland trust By: /s/ Bxxxxxxx Xxxxxx Name: Bxxxxxxx Xxxxxx Title: President & CEO EXHIBIT A FORM OF NOTE $__________ __________, 20__ For value received, the undersigned Seritage Growth Properties, L.P., a Delaware limited partnership (the “Borrower”), hereby promises to pay to the extent they deemed appropriate. Holdingsorder of ______________________ (the “Lender”) the principal amount of _________________ and ____/100 Dollars ($ ) or, U.S. Holdingsif less, U.S. XxxXx, the aggregate outstanding principal amount of the Advances (as defined in the Credit Agreement referred to below) made by the Lender to the Borrower, together with interest on the unpaid principal amount and any Make Whole Premium (if applicable) of such Advances from the date of each such Advance until such principal amount is paid in full, at such interest rates, and at such times, as are specified in the Credit Agreement. This Note is one of the Notes referred to in, and is entitled to the benefits of, and is subject to the terms of, the Senior Secured Term Loan Agreement dated as of July 31, 2018 as the same may be amended or modified from time to time (the “Credit Agreement”) among the Borrower, Seritage Growth Properties, a Maryland real estate investment trust (the “Parent”), the Lenders party thereto, Berkshire Hathaway Life Insurance Company of Nebraska, as the Administrative Agent and the other Loan Parties parties from time to time party thereto. Capitalized terms used in this Note and their respective Affiliates each not otherwise defined in this Note have the meanings assigned to such terms in the Credit Agreement. The Credit Agreement, among other things, (a) provides for the making of the Advance by the Lender to the Borrower in an aggregate amount equal to the Dollar amount first above mentioned, the indebtedness of the Borrower resulting from such Advance being evidenced by this Note and (b) contains provisions for acceleration of the maturity of this Note upon the happening of certain events stated in the Credit Agreement. Both principal and interest are payable in lawful money of the United States of America to the Administrative Agent at Berkshire Hathaway Life Insurance Company of Nebraska, 1000 Xxxxxxx Xxxxxx, Suite 1400, Omaha, NE 68102-1944, Attention: Finance (or at such other location or address as may be specified by the Administrative Agent to the Borrower) in same day funds. The Lender shall record the Advance and payments of principal made under this Note, but no failure of the Lender to make such recordings shall affect the Borrower’s repayment obligations under this Note. Except as specifically provided in the Credit Agreement, the Borrower hereby waives presentment, demand, protest, notice of intent to accelerate, notice of acceleration, and releasesany other notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder of this Note shall operate as a waiver of such rights. This Note shall be governed by, and construed and enforced in accordance with, the laws of the state of New York. BORROWER: SERITAGE GROWTH PROPERTIES, L.P. By: Name: Title: EXHIBIT B FORM OF ASSIGNMENT AND ACCEPTANCE Dated __________, 20__ Reference is made to the fullest extent permitted by lawSenior Secured Term Loan Agreement dated as of July 31, any claims that it 2018 as the same may have against be amended or modified from time to time (the “Credit Agreement”) among Seritage Growth Properties, L.P., a Delaware limited partnership (the “Borrower”), Seritage Growth Properties, a Maryland real estate investment trust (the “Parent”), the Lenders party thereto, Berkshire Hathaway Life Insurance Company of Nebraska, as the Administrative Agent, the Arranger Agent and the Lenders with respect other parties from time to any breach or alleged breach time party thereto. Capitalized terms not otherwise defined in this Assignment and Acceptance shall have the meanings assigned to them in the Credit Agreement. Pursuant to the terms of agency or fiduciary duty.the Credit Agreement, _______________ (“Assignor”) wishes to assign and delegate ___%1 of its rights and obligations under the Credit Agreement and _______________ (“Assignee”) desires to assume and accept such rights and obligations. Therefore, Assignor, Assignee, and the Administrative Agent agree as follows:

No Fiduciary Duties. In connection with all aspects of each transaction contemplated hereby, Holdings, U.S. Holdings, U.S. XxxXx and the Borrower acknowledge and agree that: (a) the extensions of credit provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document) are an arm’s-length commercial transaction between Holdings, U.S. Holdings, U.S. XxxXxThe Parent, the Borrower and each Guarantor agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other Loan Parties and their respective Affiliatesimplied duty between the Administrative Agent, any Issuing Bank, any Bank or any Affiliate thereof, on the one hand, and the Administrative AgentParent, the Arranger and the LendersBorrower or such Guarantor, as applicable, its stockholders or its Affiliates, on the other hand, other. The Loan Parties agree that the transactions contemplated by the Loan Documents (including the exercise of rights and Holdings, U.S. Holdings, U.S. XxxXxremedies hereunder and thereunder) are arm’s-length commercial transactions. The Parent, the Borrower and each Guarantor agrees that it has consulted its own legal and financial advisors to the other Loan Parties are capable of evaluating extent it deemed appropriate and understanding that it is responsible for making its own independent judgment with respect to such transactions and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (b) in connection with the process leading to such transactionthereto. The Parent, the Borrower and each Guarantor acknowledges that the Administrative Agent, the Arranger Issuing Banks, the Banks and their respective Affiliates may have interests in, or may be providing or may in the future provide financial or other services to other parties with interests which the Parent, the Borrower or such Guarantor may regard as conflicting with its interests and may possess information (whether or not material to the Parent, the Borrower or such Guarantor) other than as a result of (x) the Administrative Agent acting as administrative agent hereunder or (y) the Banks acting as lenders hereunder, that the Administrative Agent, any Issuing Bank or any Bank may not be entitled to share with the Parent, the Borrower or any Guarantor. Without prejudice to the foregoing, each of the Parent, the Borrower and each Lender is Guarantor agrees that the Administrative Agent, the Issuing Banks, the Banks and has been acting solely their respective Affiliates may (a) deal (whether for its own or its customers’ account) in, or advise on, securities of any Person, and (b) accept deposits from, lend money to, act as a principal trustee under indentures of, accept investment banking engagements from and is generally engage in any kind of business with other Persons in each case, as if the Administrative Agent were not the financial advisorAdministrative Agent and as if the Issuing Banks and Banks were not lenders hereunder, agent or fiduciary, for and without any of Holdings, U.S. Holdings, U.S. XxxXxduty to account therefor to the Parent, the Borrower, any other Loan Party Borrower or any of their respective AffiliatesGuarantor. The Parent, stockholdersthe Borrower and each Guarantor hereby irrevocably waives, creditors or employees or any other person; (c) none in favor of the Administrative Agent, the Arranger or Issuing Banks and the Banks, any Lender has assumed or will assume an advisory, agency or fiduciary responsibility in favor conflict of Holdings, U.S. Holdings, U.S. XxxXx, the Borrower or any other Loan Party with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether the Administrative Agent, the Arranger or any Lender has advised or is currently advising Holdings, U.S. Holdings, U.S. XxxXx, the Borrower or any other Loan Party or their respective Affiliates on other matters) and none interest which may arise by virtue of the Administrative Agent, the Arranger or any Lender has any obligation to any of Holdings, U.S. Holdings, U.S. XxxXx, the Borrower, the other Loan Parties or their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; (d) the Administrative Agent, the Arranger, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of Holdings, U.S. Holdings, U.S. XxxXx, the Borrower Issuing Banks and the Banks acting in various capacities under the Loan Documents or for other Loan Parties and their respective Affiliates, and none customers of the Administrative Agent, the Arranger any Issuing Bank or any Lender has any obligation to disclose any Bank as described in this Section 11.22. [Balance of such interests by virtue page intentionally left blank] EXECUTED as of any advisorythe date first referenced above. BORROWER: LASALLE HOTEL OPERATING PARTNERSHIP, agency or fiduciary relationship; L.P., a Delaware limited partnership By: LaSalle Hotel Properties General Partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer PARENT: LASALLE HOTEL PROPERTIES, a Maryland real estate investment trust By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer GUARANTORS: LASALLE HOTEL LESSEE, INC., an Illinois corporation By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer GLASS HOUSES, a Maryland real estate investment trust By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer DA ENTITY, LLC, a Delaware limited liability company By: LaSalle Hotel Properties Member By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer and (e) the By: RDA Entity, Inc. Member By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer RDA ENTITY, INC LHO GRAFTON LESSEE, INC. LHO LE PARC LESSEE, INC. LHO SANTA XXXX ONE LESSEE, INC. LUCKY TOWN BURBANK LESSEE, INC. RAMROD LESSEE, INC. LHO MISSION BAY XXXXX LESSEE, INC. PARADISE LESSEE, INC. XXXXX XXXXXXX LESSEE, INC. CHAMBER MAID LESSEE, INC. SEASIDE HOTEL LESSEE, INC. LET IT FLHO LESSEE, INC. LASALLE WASHINGTON ONE LESSEE, INC. LHO LEESBURG ONE LESSEE, INC., each, a Delaware corporation By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer LHO WASHINGTON HOTEL ONE, L.L.C. LHO WASHINGTON HOTEL TWO, L.L.C. LHO WASHINGTON HOTEL THREE, L.L.C. LHO WASHINGTON HOTEL FOUR, L.L.C. LHO WASHINGTON HOTEL SIX, L.L.C. I&G CAPITOL, LLC LHO XXX JOAD CIRCLE DC, L.L.C. H STREET SHUFFLE, LLC, each, a Delaware limited liability company By: Glass Houses Managing Member By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer DC ONE LESSEE, L.L.C. DC TWO LESSEE, L.L.C. DC THREE LESSEE, L.L.C. DC FOUR LESSEE, L.L.C. DC SIX LESSEE, L.L.C. DC I&G CAPITAL LESSEE, L.L.C. LHO XXX JOAD CIRCLE LESSEE DC, L.L.C. H STREET SHUFFLE LESSEE, LLC, each, a Delaware limited liability company By: LaSalle Washington One Lessee, Inc. Managing Member By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer LHO ALEXANDRIA ONE, L.L.C. NYC SERANADE, L.L.C. LHO VIKING HOTEL, L.L.C. LHO CHICAGO RIVER, L.L.C. LHO ALEXIS HOTEL, L.L.C. LHO ONYX HOTEL ONE, L.L.C., each, a Delaware limited liability company By: LaSalle Hotel Operating Partnership, L.P. Managing Member By: LaSalle Hotel Properties General Partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer SEASIDE HOTEL, LP, a Delaware limited partnership By: Seaside Hotel, LLC General Partner By: LaSalle Hotel Operating Partnership, L.P. Managing Member By: LaSalle Hotel Properties General Partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer XXXXX XXXXXXX, LP, a Delaware limited partnership By: Xxxxx Xxxxxxx, LLC General Partner By: LaSalle Hotel Operating Partnership, L.P. Managing Member By: LaSalle Hotel Properties General Partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer CHAMBER MAID, LP, a Delaware limited partnership By: Chamber Maid, LLC General Partner By: LaSalle Hotel Operating Partnership, L.P. Managing Member By: LaSalle Hotel Properties General Partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer LET IT FLHO, LP, a Delaware limited partnership By: Let It FLHO, LLC General Partner By: LaSalle Hotel Operating Partnership, L.P. Managing Member By: LaSalle Hotel Properties General Partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer LHO GRAFTON HOTEL, L.P., a Delaware limited partnership By: LHO Grafton Hotel, L.L.C. General Partner By: LaSalle Hotel Operating Partnership, L.P. Managing Member By: LaSalle Hotel Properties General Partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer LHO LE PARC HOTEL, L.P., a Delaware limited partnership By: LHO Le Parc, L.L.C. General Partner By: LaSalle Hotel Operating Partnership, L.P. Managing Member By: LaSalle Hotel Properties General Partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer LHO SANTA XXXX HOTEL ONE, L.P., a Delaware limited partnership By: LHO Santa Xxxx Hotel One, L.L.C General Partner By: LaSalle Hotel Operating Partnership, L.P. Managing Member By: LaSalle Hotel Properties General Partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer LUCKY TOWN BURBANK, L.P., a Delaware limited partnership By: Lucky Town Burbank, L.L.C. General Partner By: LaSalle Hotel Operating Partnership, L.P. Managing Member By: LaSalle Hotel Properties General Partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer LHO MISSION BAY XXXXX HOTEL, L.P., a Delaware limited partnership By: LHO Mission Bay Xxxxx Hotel, L.L.C. General Partner By: LaSalle Hotel Operating Partnership, L.P. Managing Member By: LaSalle Hotel Properties General Partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer LHO MISSION BAY HOTEL, L.P., a Delaware limited partnership By: LHO San Diego Financing, L.L.C General Partner By: LaSalle Hotel Operating Partnership, L.P. Managing Member By: LaSalle Hotel Properties General Partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer LHO SAN DIEGO FINANCING, L.L.C., a Delaware limited liability company By: LaSalle Hotel Operating Partnership, L.P. Member By: LaSalle Hotel Properties General Partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer LHO HOLLYWOOD LM, L.P., a Delaware limited partnership By: LHO Hollywood Financing, Inc. General Partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer LHO NEW ORLEANS LM, L.P., a Delaware limited partnership By: LHO New Orleans Financing, Inc. General Partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer WILD INNOCENT I, LP, a Delaware limited partnership By: Innocent I, LLC General Partner By: LaSalle Hotel Operating Partnership, L.P. Managing Member By: LaSalle Hotel Properties General Partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer CHIMES OF FREEDOM, LLC, a Delaware limited liability company By: OF Freedom I, LLC Managing Member By: LaSalle Hotel Operating Partnership, L.P. Managing Member By: LaSalle Hotel Properties General Partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer WILD I, LLC CHIMES I, LLC OF FREEDOM I, LLC, each, a Delaware limited liability company By: LaSalle Hotel Operating Partnership, L.P. Managing Member By: LaSalle Hotel Properties General Partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer LHO ALEXANDRIA ONE LESSEE, L.L.C. LHO ONYX ONE LESSEE, L.L.C. NYC SERANADE LESSEE, L.L.C. LHO CHICAGO RIVER LESSEE, L.L.C. LHO ALEXIS LESSEE, L.L.C. CHIMES OF FREEDOM LESSEE, LLC WILD INNOCENT I LESSEE, LLC, each, a Delaware limited liability company By: LaSalle Hotel Lessee, Inc. Managing Member By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Executive Vice-President and Chief Financial Officer ADMINISTRATIVE AGENT, ISSUING BANK AND BANK: CITIBANK, N.A., as Administrative Agent, Issuing Bank, and a Bank By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President BANKS: THE ROYAL BANK OF SCOTLAND PLC, as a Bank By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Senior Vice President BANK OF MONTREAL, as an Issuing Bank and a Bank By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President REGIONS BANK, as a Bank By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Director U.S. BANK NATIONAL ASSOCIATION, a national association, as a Bank By: /s/ Xxxxxxx Xxxx Xxxxxxx Name: Xxxxxxx Xxxx Xxxxxxx Title: SVP BANK OF AMERICA, N.A., as a Bank By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Senior Vice President COMPASS BANK, as a Bank By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Senior Vice President DEUTSCHE BANK TRUST COMPANY AMERICAS, as a Bank By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President XXXXXXX XXXXX BANK, FSB, as a Bank By: /s/ Xxxxxxxxx X. Xxxx Name: Xxxxxxxxx X. Xxxx Title: Senior Vice President XXXXX XXXX XX XXXXXX, as a Bank By: /s/ G. Xxxxx Xxxx Name: G. Xxxxx Xxxx Title: Authorized Signatory PNC BANK, NATIONAL ASSOCIATION, as a Bank By: /s/ X.X. Xxxxxxx, Xx. Name: X.X. Xxxxxxx, Xx. Title: S.V.P. BARCLAYS BANK PLC, as a Bank By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director BRANCH BANKING AND TRUST COMPANY, as a Bank By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Senior Vice President XXXXXXX SACHS BANK USA, as a Bank By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Authorized Signatory XXXXXX XXXXXXX BANK, N.A., as a Bank By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory FIRST COMMERCIAL BANK, as a Bank By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: VP & General Manager XXXXX XXX COMMERCIAL BANK, LTD., as a Bank By: /s/ Xxxx X.X. Xxxx Name: Xxxx X.X. Xxxx Title: Vice President and General Manager EXHIBIT A FORM OF NOTE $ , 20 For value received, the Arranger undersigned LaSalle Hotel Operating Partnership, L.P., a Delaware limited partnership (the “Borrower”), hereby promises to pay to the order of (the “Bank”) the principal amount of and /100 Dollars ($ ) or, if less, the aggregate outstanding principal amount of each Advance (as defined in the Credit Agreement referred to below) made by the Bank to the Borrower, together with interest on the unpaid principal amount of each such Advance from the date of such Advance until such principal amount is paid in full, at such interest rates, and at such times, as are specified in the Credit Agreement. This Note is one of the Notes referred to in, and is entitled to the benefits of, and is subject to the terms of, the Senior Unsecured Credit Agreement dated as of December 14, 2011 as the same may be amended or modified from time to time (the “Credit Agreement”) among the Borrower, LaSalle Hotel Properties, a Maryland real estate investment trust (the “Parent”), the Guarantors party thereto, the Banks party thereto, Citibank, N.A., as the Administrative Agent and the Lenders other parties from time to time party thereto. Capitalized terms used in this Note and not otherwise defined in this Note have the meanings assigned to such terms in the Credit Agreement. The Credit Agreement, among other things, (a) provides for the making of Advances by the Bank to the Borrower, from time to time, in an aggregate amount not provided and will not provide to exceed at any legaltime outstanding the Dollar amount first above mentioned, accounting, regulatory or tax advice with respect to any the indebtedness of the transactions contemplated hereby Borrower resulting from each such Advance being evidenced by this Note and (including any amendmentb) contains provisions for acceleration of the maturity of this Note upon the happening of certain events stated in the Credit Agreement and for prepayments of principal prior to the maturity of this Note upon the terms and conditions specified in the Credit Agreement. Both principal and interest are payable in lawful money of the United States of America to the Administrative Agent at Citibank, waiver N.A. Agency Department, 0000 Xxxxx Xxxx OPS III, Xxx Xxxxxx, Xxxxxxxx 00000, Attention: Global Loans Agency Department (or at such other modification hereof location or address as may be specified by the Administrative Agent to the Borrower) in same day funds. The Bank shall record all Advances and payments of any other Loan Document) and Holdingsprincipal made under this Note, U.S. Holdings, U.S. XxxXxbut no failure of the Bank to make such recordings shall affect the Borrower’s repayment obligations under this Note. Except as specifically provided in the Credit Agreement, the Borrower hereby waives presentment, demand, protest, notice of intent to accelerate, notice of acceleration, and any other notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder of this Note shall operate as a waiver of such rights. This Note shall be governed by, and construed and enforced in accordance with, the laws of the state of New York. BORROWER: LASALLE HOTEL OPERATING PARTNERSHIP, L.P., a Delaware limited partnership By: LaSalle Hotel Properties General Partner By: Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated , 20 Reference is made to the Senior Unsecured Credit Agreement dated as of December 14, 2011 as the same may be amended or modified from time to time (the “Credit Agreement”) among LaSalle Hotel Operating Partnership, L.P., a Delaware limited partnership (the “Borrower”), LaSalle Hotel Properties, a Maryland real estate investment trust (the “Parent”), the Guarantors party thereto, the Banks party thereto, Citibank, N.A., as the Administrative Agent and the other Loan Parties parties from time to time party thereto. Capitalized terms not otherwise defined in this Assignment and Acceptance shall have consulted their own legal, accounting, regulatory and tax advisors the meanings assigned to them in the Credit Agreement. Pursuant to the extent they deemed appropriateterms of the Credit Agreement, (“Assignor”) wishes to assign and delegate %1 of its rights and obligations under the Credit Agreement and (“Assignee”) desires to assume and accept such rights and obligations. HoldingsTherefore, U.S. HoldingsAssignor, U.S. XxxXxAssignee, the Borrower, the other Loan Parties and their respective Affiliates each hereby waives and releases, to the fullest extent permitted by law, any claims that it may have against the Administrative Agent, the Arranger and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty.Agent agree as follows:

No Fiduciary Duties. In connection with all aspects of The Company and each transaction contemplated hereby, Holdings, U.S. Holdings, U.S. XxxXx and the Borrower Selling Shareholder acknowledge and agree that: that (ai) the extensions purchase and sale of credit provided for hereunder the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’sarm's-length commercial transaction between Holdings, U.S. Holdings, U.S. XxxXx, the Borrower Company and the other Loan Parties and their respective AffiliatesSelling Shareholders, on the one hand, and the Administrative Agent, the Arranger and the Lendersseveral Underwriters, on the other hand, and Holdings, U.S. Holdings, U.S. XxxXx, the Borrower and the other Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (bii) in connection with the offering contemplated hereby and the process leading to such transaction, the Administrative Agent, the Arranger and transaction each Lender Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary, for any fiduciary of Holdings, U.S. Holdings, U.S. XxxXx, the Borrower, any other Loan Party Company or any of their Selling Shareholder, or its respective Affiliates, stockholders, creditors or creditors, employees or any other person; party, (ciii) none of the Administrative Agent, the Arranger or any Lender no Underwriter has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of Holdings, U.S. Holdings, U.S. XxxXx, the Borrower Company or any other Loan Party Selling Shareholder with respect to any of the transactions offering contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document thereto (irrespective of whether the Administrative Agent, the Arranger or any Lender such Underwriter has advised or is currently advising Holdings, U.S. Holdings, U.S. XxxXx, the Borrower Company or any other Loan Party or their respective Affiliates Selling Shareholder on other matters) and none of the Administrative Agent, the Arranger or any Lender no Underwriter has any obligation to the Company or any of Holdings, U.S. Holdings, U.S. XxxXx, the Borrower, the other Loan Parties or their respective Affiliates Selling Shareholder with respect to the transactions offering contemplated hereby except those the obligations expressly set forth herein and in the other Loan Documents; this Agreement, (div) the Administrative Agent, the Arranger, the Lenders Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ from those of Holdings, U.S. Holdings, U.S. XxxXx, the Borrower Company and the other Loan Parties and their respective Affiliateseach Selling Shareholder, and none of the Administrative Agent, the Arranger or any Lender has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (ev) the Administrative Agent, the Arranger and the Lenders Underwriters have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering contemplated hereby and the Company and each of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and Holdings, U.S. Holdings, U.S. XxxXx, the Borrower and the other Loan Parties have Selling Shareholders has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate. Holdings, U.S. Holdings, U.S. XxxXx, the Borrower, the other Loan Parties and their respective Affiliates each hereby waives and releases, to the fullest extent permitted by law, any claims that it may have against the Administrative Agent, the Arranger and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty.

No Fiduciary Duties. In connection with all aspects of each transaction contemplated hereby, Holdings, U.S. Holdings, U.S. XxxXx and the Borrower acknowledge and agree that: (a) the extensions of credit provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document) are an arm’s-length commercial transaction between Holdings, U.S. Holdings, U.S. XxxXxThe Parent, the Borrower and each Guarantor agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other Loan Parties and their respective Affiliatesimplied duty between the Administrative Agent, any Arranger, any Bank or any Affiliate thereof, on the one hand, and the Administrative AgentParent, the Arranger and the LendersBorrower or such Guarantor, as applicable, its stockholders or its Affiliates, on the other hand, and Holdings, U.S. Holdings, U.S. XxxXxother. The Parent, the Borrower and the other Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of each Guarantor agrees that the transactions contemplated hereby and by the other Loan Credit Documents (including any amendmentthe exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions. The Parent, waiver or other modification hereof or thereof); (b) in connection the Borrower and each Guarantor agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading to such transactionthereto. The Parent, the Borrower and each Guarantor acknowledges that the Administrative Agent, the Arrangers, the Banks and their respective Affiliates may have interests in, or may be providing or may in the future provide financial or other services to other parties with interests which the Parent, the Borrower or such Guarantor may regard as conflicting with its interests and may possess information (whether or not material to the Parent, the Borrower or such Guarantor) other than as a result of (x) the Administrative Agent acting as administrative agent hereunder or (y) the Banks acting as lenders hereunder, that the Administrative Agent, any Arranger or any Bank may not be entitled to share with the Parent, the Borrower or any Guarantor. Without prejudice to the foregoing, each of the Parent, the Borrower and each Lender is Guarantor agrees that the Administrative Agent, the Arrangers, the Banks and has been acting solely their respective Affiliates may (a) deal (whether for its own or its customers’ account) in, or advise on, securities of any Person, and (b) accept deposits from, lend money to, act as a principal trustee under indentures of, accept investment banking engagements from and is generally engage in any kind of business with other Persons in each case, as if the Administrative Agent were not the financial advisorAdministrative Agent and as if the Banks were not lenders hereunder, agent or fiduciary, for and without any of Holdings, U.S. Holdings, U.S. XxxXxduty to account therefor to the Parent, the BorrowerBorrower or any Guarantor. The Parent, the Borrower and each Guarantor hereby irrevocably waives, in favor of the Administrative Agent and the Banks, any other Loan Party or any conflict of their respective Affiliates, stockholders, creditors or employees or any other person; (c) none interest which may arise by virtue of the Administrative Agent, the Arranger Arrangers and the Banks acting in various capacities under the Credit Documents or any Lender has assumed or will assume an advisory, agency or fiduciary responsibility in favor of Holdings, U.S. Holdings, U.S. XxxXx, the Borrower or any for other Loan Party with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether the Administrative Agent, the Arranger or any Lender has advised or is currently advising Holdings, U.S. Holdings, U.S. XxxXx, the Borrower or any other Loan Party or their respective Affiliates on other matters) and none customers of the Administrative Agent, the any Arranger or any Lender has any obligation to any of Holdings, U.S. Holdings, U.S. XxxXx, the Borrower, the other Loan Parties or their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and Bank as described in the other Loan Documents; (d) the Administrative Agent, the Arranger, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of Holdings, U.S. Holdings, U.S. XxxXx, the Borrower and the other Loan Parties and their respective Affiliates, and none of the Administrative Agent, the Arranger or any Lender has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (e) the Administrative Agent, the Arranger and the Lenders have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and Holdings, U.S. Holdings, U.S. XxxXx, the Borrower and the other Loan Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. Holdings, U.S. Holdings, U.S. XxxXx, the Borrower, the other Loan Parties and their respective Affiliates each hereby waives and releases, to the fullest extent permitted by law, any claims that it may have against the Administrative Agent, the Arranger and the Lenders with respect to any breach or alleged breach of agency or fiduciary dutythis Section 11.22.

No Fiduciary Duties. In connection with all aspects of each transaction contemplated hereby, Holdings, U.S. Holdings, U.S. XxxXx and the Borrower acknowledge acknowledges and agree agrees that: (a) the extensions of credit provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Credit Document) are an arm’s-length commercial transaction between Holdings, U.S. Holdings, U.S. XxxXx, the Borrower and the other Loan Parties and their respective AffiliatesBorrower, on the one hand, and the Administrative Agent, the Arranger Arrangers, the Documentation Agent and the Lenders, on the other hand, and Holdings, U.S. Holdings, U.S. XxxXx, the Borrower and the other Loan Parties are is capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Credit Documents (including any amendment, waiver or other modification hereof or thereof); (b) in connection with the process leading to such transaction, the Administrative Agent, the each Arranger and each Lender is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary, for any of Holdings, U.S. Holdings, U.S. XxxXx, the Borrower, any other Loan Party Borrower or any of their respective its Affiliates, stockholders, creditors or employees or any other person; (c) none of neither the Administrative Agent, the any Arranger or nor any Lender has assumed or will assume an advisory, agency or fiduciary responsibility in favor of Holdings, U.S. Holdings, U.S. XxxXx, the Borrower or any other Loan Party with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Credit Document (irrespective of whether the Administrative Agent, the any Arranger or any Lender has advised or is currently advising Holdings, U.S. Holdings, U.S. XxxXx, the Borrower or any other Loan Party or their respective its Affiliates on other matters) and none of neither the Administrative Agent, the any Arranger or nor any Lender has any obligation to any of Holdings, U.S. Holdings, U.S. XxxXx, the Borrower, the other Loan Parties Borrower or their respective its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Credit Documents; (d) the Administrative Agent, the ArrangerArrangers, the Documentation Agent, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of Holdings, U.S. Holdings, U.S. XxxXx, the Borrower and the other Loan Parties and their respective its Affiliates, and none of neither the Administrative Agent, the any Arranger or nor any Lender has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (e) the Administrative Agent, the Arranger Arrangers, the Documentation Agent and the Lenders have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Credit Document) and Holdings, U.S. Holdings, U.S. XxxXx, the Borrower and the other Loan Parties have has consulted their its own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. Holdings, U.S. Holdings, U.S. XxxXx, the Borrower, the other Loan Parties The Borrower and their respective its Affiliates each hereby waives and releases, to the fullest extent permitted by law, any claims that it may have against the Administrative Agent, the Arranger Arrangers, the Documentation Agent and the Lenders with respect to any breach or alleged breach of agency or fiduciary dutyduty in connection with the transactions contemplated by this Agreement.

No Fiduciary Duties. In connection with all aspects of each transaction contemplated herebyEach Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, Holdings, U.S. Holdings, U.S. XxxXx and the Borrower acknowledge and agree that: (a) the extensions of credit provided for hereunder and any related arranging fiduciary or agency relationship or fiduciary or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document) are an arm’s-length commercial transaction implied duty between Holdings, U.S. Holdings, U.S. XxxXxthe Administrative Agent, the Borrower and the other Loan Parties and their respective AffiliatesCollateral Agent, any Lender Party or any Affiliate thereof, on the one hand, and such Loan Party, its stockholders or its Affiliates, on the other. The Loan Parties agree that the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions. Each Loan Party agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each of the Loan Parties acknowledges that the Administrative Agent, the Arranger and the Lenders, on the other hand, and Holdings, U.S. Holdings, U.S. XxxXxCollateral Agent, the Borrower Lender Parties and their respective Affiliates may have interests in, or may be providing or may in the other Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver future provide financial or other modification hereof services to other parties with interests which a Loan Party may regard as conflicting with its interests and may possess information (whether or thereof); not material to the Loan Parties) other than as a result of (bx) in connection with the process leading to such transactionAdministrative Agent acting as administrative agent hereunder, (y) the Collateral Agent acting as the collateral agent hereunder or (z) the Lender Parties acting as lenders hereunder, that the Administrative Agent, the Arranger Collateral Agent, or any such Lender Party may not be entitled to share AMERICAS/2023134647.11 123 with any Loan Party. Without prejudice to the foregoing, each of the Loan Parties agrees that the Administrative Agent, the Collateral Agent, the Lender Parties and their respective Affiliates may (a) deal (whether for its own or its customers’ account) in, or advise on, securities of any Person, and (b) accept deposits from, lend money to, act as trustee under indentures of, accept investment banking engagements from and generally engage in any kind of business with other Persons in each Lender is and has been acting solely case, as a principal and is if the Administrative Agent were not the financial advisorAdministrative Agent, agent or fiduciaryas if the Collateral Agent were not the Collateral Agent and as if the Lender Parties were not Lender Parties, for and without any of Holdings, U.S. Holdings, U.S. XxxXx, duty to account therefor to the Borrower, any other Loan Parties. Each Loan Party or any of their respective Affiliateshereby irrevocably waives, stockholders, creditors or employees or any other person; (c) none in favor of the Administrative Agent, the Arranger or any Lender has assumed or will assume an advisory, agency or fiduciary responsibility in favor of Holdings, U.S. Holdings, U.S. XxxXx, the Borrower or any other Loan Party with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether the Administrative Collateral Agent, the each Syndication Agent, each Documentation Agent, each Arranger or and each Lender Party, any Lender has advised or is currently advising Holdings, U.S. Holdings, U.S. XxxXx, the Borrower or any other Loan Party or their respective Affiliates on other matters) and none conflict of interest which may arise by virtue of the Administrative Agent, the Collateral Agent, any Syndication Agent, any Documentation Agent, any Arranger or and/or any Lender has any obligation to any of Holdings, U.S. Holdings, U.S. XxxXx, Party acting in various capacities under the Borrower, the Loan Documents or for other Loan Parties or their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; (d) the Administrative Agent, the Arranger, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of Holdings, U.S. Holdings, U.S. XxxXx, the Borrower and the other Loan Parties and their respective Affiliates, and none customers of the Administrative Agent, the Collateral Agent, any Syndication Agent, any Documentation Agent, any Arranger or any Lender has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (e) the Administrative Agent, the Arranger and the Lenders have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and Holdings, U.S. Holdings, U.S. XxxXx, the Borrower and the other Loan Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. Holdings, U.S. Holdings, U.S. XxxXx, the Borrower, the other Loan Parties and their respective Affiliates each hereby waives and releases, to the fullest extent permitted by law, any claims that it may have against the Administrative Agent, the Arranger and the Lenders with respect to any breach or alleged breach of agency or fiduciary dutyParty as described in this Section 10.19.

No Fiduciary Duties. In connection with all aspects of each transaction contemplated hereby, Holdings, U.S. Holdings, U.S. XxxXx and the Borrower acknowledge and agree that: (a) the extensions of credit provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document) are an arm’s-length commercial transaction between Holdings, U.S. Holdings, U.S. XxxXxThe Parent, the Borrower and each Guarantor agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other Loan Parties and their respective Affiliatesimplied duty between the Administrative Agent, any Arranger, any Issuing Bank, any Bank or any Affiliate thereof, on the one hand, and the Administrative AgentParent, the Arranger and the LendersBorrower or such Guarantor, as applicable, its stockholders or its Affiliates, on the other hand, and Holdings, U.S. Holdings, U.S. XxxXxother. The Parent, the Borrower and the other Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of each Guarantor agrees that the transactions contemplated hereby and by the other Loan Credit Documents (including any amendmentthe exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions. The Parent, waiver or other modification hereof or thereof); (b) in connection the Borrower and each Guarantor agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading to such transactionthereto. The Parent, the Borrower and each Guarantor acknowledges that the Administrative Agent, the Arranger Arrangers, the Issuing Banks, the Banks and their respective Affiliates may have interests in, or may be providing or may in the future provide financial or other services to other parties with interests which the Parent, the Borrower or such Guarantor may regard as conflicting with its interests and may possess information (whether or not material to the Parent, the Borrower or such Guarantor) other than as a result of (x) the Administrative Agent acting as administrative agent hereunder or (y) the Banks acting as lenders hereunder, that the Administrative Agent, any Arranger, any Issuing Bank or any Bank may not be entitled to share with the Parent, the Borrower or any Guarantor. Without prejudice to the foregoing, each of the Parent, the Borrower and each Lender is Guarantor agrees that the Administrative Agent, the Arrangers, the Issuing Banks, the Banks and has been acting solely their respective Affiliates may (a) deal (whether for its own or its customers’ account) in, or advise on, securities of any Person, and (b) accept deposits from, lend money to, act as a principal trustee under indentures of, accept investment banking engagements from and is generally engage in any kind of business with other Persons in each case, as if the Administrative Agent were not the financial advisorAdministrative Agent and as if the Issuing Banks and Banks were not lenders hereunder, agent or fiduciary, for and without any of Holdings, U.S. Holdings, U.S. XxxXxduty to account therefor to the Parent, the Borrower, any other Loan Party Borrower or any of their respective AffiliatesGuarantor. The Parent, stockholdersthe Borrower and each Guarantor hereby irrevocably waives, creditors or employees or any other person; (c) none in favor of the Administrative Agent, the Arranger or Issuing Banks and the Banks, any Lender has assumed or will assume an advisory, agency or fiduciary responsibility in favor conflict of Holdings, U.S. Holdings, U.S. XxxXx, the Borrower or any other Loan Party with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether the Administrative Agent, the Arranger or any Lender has advised or is currently advising Holdings, U.S. Holdings, U.S. XxxXx, the Borrower or any other Loan Party or their respective Affiliates on other matters) and none interest which may arise by virtue of the Administrative Agent, the Arranger or any Lender has any obligation to any of Holdings, U.S. Holdings, U.S. XxxXxArrangers, the Borrower, the other Loan Parties or their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; (d) the Administrative Agent, the Arranger, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of Holdings, U.S. Holdings, U.S. XxxXx, the Borrower Issuing Banks and the Banks acting in various capacities under the Credit Documents or for other Loan Parties and their respective Affiliates, and none customers of the Administrative Agent, the Arranger any Arranger, any Issuing Bank or any Lender has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (e) the Administrative Agent, the Arranger and the Lenders have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and Holdings, U.S. Holdings, U.S. XxxXx, the Borrower and the other Loan Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. Holdings, U.S. Holdings, U.S. XxxXx, the Borrower, the other Loan Parties and their respective Affiliates each hereby waives and releases, to the fullest extent permitted by law, any claims that it may have against the Administrative Agent, the Arranger and the Lenders with respect to any breach or alleged breach of agency or fiduciary dutyBank as described in this Section 11.22.

No Fiduciary Duties. In connection with all aspects of each transaction contemplated herebyEach Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, Holdings, U.S. Holdings, U.S. XxxXx and the Borrower acknowledge and agree that: (a) the extensions of credit provided for hereunder and any related arranging fiduciary or agency relationship or fiduciary or other services in connection therewith (including in connection with implied duty between the Administrative Agent, any amendment, waiver Lender or other modification hereof or of any other Loan Document) are an arm’s-length commercial transaction between Holdings, U.S. Holdings, U.S. XxxXx, the Borrower and the other Loan Parties and their respective AffiliatesAffiliate thereof, on the one hand, and such Loan Party, its stockholders or its Affiliates, on the other. The Loan Parties agree that the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions. Each Loan Party agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each of the Loan Parties acknowledges that the Administrative Agent, the Lenders and their respective Affiliates may have interests in, or may be providing or may in the future provide financial or other services to other parties with interests which a Loan Party may regard as conflicting with its interests and may possess information (whether or not material to the Loan Parties) other than as a result of (x) the Administrative Agent acting as administrative agent hereunder, or (y) the Lenders acting in their respective capacities as such hereunder, that the Administrative Agent, or any such Lender may not be entitled to share with any Loan Party. Without prejudice to the foregoing, each of the Loan Parties agrees that the Administrative Agent, the Lenders and their respective Affiliates may (a) deal (whether for its own or its customers’ account) in, or advise on, securities of any Person, and (b) accept deposits from, lend money to, act as trustee under indentures of, accept investment banking engagements from and generally engage in any kind of business with other Persons in each case, as if the Administrative Agent were not the Administrative Agent and as if the Lenders were not Lenders, and without any duty to account therefor to the Loan Parties. Each of the Loan Parties hereby irrevocably waives, in favor of the Administrative Agent, the Lenders and the Arranger, any conflict of interest which may arise by virtue of the Administrative Agent, the Arranger and and/or the Lenders, on Lenders acting in various capacities under the other hand, and Holdings, U.S. Holdings, U.S. XxxXx, the Borrower and the other Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or for other modification hereof or thereof); (b) in connection with the process leading to such transaction, the Administrative Agent, the Arranger and each Lender is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary, for any of Holdings, U.S. Holdings, U.S. XxxXx, the Borrower, any other Loan Party or any of their respective Affiliates, stockholders, creditors or employees or any other person; (c) none customers of the Administrative Agent, the Arranger or any Lender has assumed or will assume an advisory, agency or fiduciary responsibility as described in favor of Holdings, U.S. Holdings, U.S. XxxXx, the Borrower or any other Loan Party with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether the Administrative Agent, the Arranger or any Lender has advised or is currently advising Holdings, U.S. Holdings, U.S. XxxXx, the Borrower or any other Loan Party or their respective Affiliates on other matters) and none of the Administrative Agent, the Arranger or any Lender has any obligation to any of Holdings, U.S. Holdings, U.S. XxxXx, the Borrower, the other Loan Parties or their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; (d) the Administrative Agent, the Arranger, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of Holdings, U.S. Holdings, U.S. XxxXx, the Borrower and the other Loan Parties and their respective Affiliates, and none of the Administrative Agent, the Arranger or any Lender has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (e) the Administrative Agent, the Arranger and the Lenders have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and Holdings, U.S. Holdings, U.S. XxxXx, the Borrower and the other Loan Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriatethis Section 9.18. Holdings, U.S. Holdings, U.S. XxxXx, the Borrower, the other Loan Parties and their respective Affiliates each hereby waives and releases, to the fullest extent permitted by law, any claims that it may have against the Administrative Agent, the Arranger and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty.118

No Fiduciary Duties. In connection with all aspects of each transaction contemplated hereby, Holdings, U.S. Holdings, Canada Holdings, U.S. XxxXx and the Borrower acknowledge and agree that: (a) the extensions of credit provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document) are an arm’s-length commercial transaction between Holdings, U.S. Holdings, Canada Holdings, U.S. XxxXx, the Borrower and the other Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger and the Lenders, on the other hand, and Holdings, U.S. Holdings, Canada Holdings, U.S. XxxXx, the Borrower and the other Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (b) in connection with the process leading to such transaction, the Administrative Agent, the Arranger and each Lender is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary, for any of Holdings, U.S. Holdings, Canada Holdings, U.S. XxxXx, the Borrower, any other Loan Party or any of their respective Affiliates, stockholders, creditors or employees or any other person; (c) none of the Administrative Agent, the Arranger or any Lender has assumed or will assume an advisory, agency or fiduciary responsibility in favor of Holdings, U.S. Holdings, Canada Holdings, U.S. XxxXx, the Borrower or any other Loan Party with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether the Administrative Agent, the Arranger or any Lender has advised or is currently advising Holdings, U.S. Holdings, Canada Holdings, U.S. XxxXx, the Borrower or any other Loan Party or their respective Affiliates on other matters) and none of the Administrative Agent, the Arranger or any Lender has any obligation to any of Holdings, U.S. Holdings, Canada Holdings, U.S. XxxXx, the Borrower, the other Loan Parties or their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; (d) the Administrative Agent, the Arranger, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of Holdings, U.S. Holdings, Canada Holdings, U.S. XxxXx, the Borrower and the other Loan Parties and their respective Affiliates, and none of the Administrative Agent, the Arranger or any Lender has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (e) the Administrative Agent, the Arranger and the Lenders have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and Holdings, U.S. Holdings, Canada Holdings, U.S. XxxXx, the Borrower and the other Loan Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. Holdings, U.S. Holdings, Canada Holdings, U.S. XxxXx, the Borrower, the other Loan Parties and their respective Affiliates each hereby waives and releases, to the fullest extent permitted by law, any claims that it may have against the Administrative Agent, the Arranger and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty.. 107 CREDIT AGREEMENT

No Fiduciary Duties. In connection Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with all aspects those of each transaction contemplated herebythe Borrowers, Holdingstheir stockholders and/or their affiliates. Each Borrower agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, U.S. Holdings, U.S. XxxXx and the Borrower acknowledge and agree that: (a) the extensions of credit provided for hereunder and any related arranging fiduciary or agency relationship or fiduciary or other services in connection therewith (including in connection with implied duty between any amendment, waiver or other modification hereof or of any other Loan Document) are an arm’s-length commercial transaction between Holdings, U.S. Holdings, U.S. XxxXx, the Borrower and the other Loan Parties and their respective AffiliatesLender, on the one hand, and Borrowers, their stockholders or their affiliates, on the Administrative Agent, other. The Loan Parties acknowledge and agree that (i) the Arranger transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the other one hand, and HoldingsBorrowers, U.S. Holdingson the other, U.S. XxxXx, the Borrower and the other Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (bii) in connection therewith and with the process leading to such transactionthereto, the Administrative Agent, the Arranger and each Lender is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary, for any of Holdings, U.S. Holdings, U.S. XxxXx, the Borrower, any other Loan Party or any of their respective Affiliates, stockholders, creditors or employees or any other person; (cx) none of the Administrative Agent, the Arranger or any no Lender has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of HoldingsBorrowers, U.S. Holdings, U.S. XxxXx, the Borrower or any other Loan Party with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether the Administrative Agent, the Arranger or any Lender has advised or is currently advising Holdings, U.S. Holdings, U.S. XxxXx, the Borrower or any other Loan Party their stockholders or their respective Affiliates on other matters) and none of the Administrative Agent, the Arranger or any Lender has any obligation to any of Holdings, U.S. Holdings, U.S. XxxXx, the Borrower, the other Loan Parties or their respective Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise Borrowers, their stockholders or their Affiliates on other matters) or any other obligation to Borrowers except those the obligations expressly set forth herein and in the other Loan Documents; Documents and (dy) each Lender is acting solely as principal and not as the Administrative Agentagent or fiduciary of Borrowers, the Arrangertheir management, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of Holdingsstockholders, U.S. Holdings, U.S. XxxXx, the Borrower and the other Loan Parties and their respective Affiliates, and none of the Administrative Agent, the Arranger creditors or any Lender other Person. Each Borrower acknowledges and agrees that such Borrower has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; consulted its own legal and (e) the Administrative Agent, the Arranger and the Lenders have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and Holdings, U.S. Holdings, U.S. XxxXx, the Borrower and the other Loan Parties have consulted their own legal, accounting, regulatory and tax financial advisors to the extent they it deemed appropriate. Holdings, U.S. Holdings, U.S. XxxXx, the Borrower, the other Loan Parties appropriate and their respective Affiliates each hereby waives and releases, to the fullest extent permitted by law, any claims that it may have against the Administrative Agent, the Arranger and the Lenders is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Borrower agrees that it will not claim that any breach Lender has rendered advisory services of any nature or alleged breach of agency respect, or owes a fiduciary duty.or similar duty to Borrowers, in connection with such transaction or the process leading thereto. [No further text]

No Fiduciary Duties. In connection with all aspects of each transaction contemplated hereby, Holdings, U.S. Holdings, U.S. XxxXx and the Borrower acknowledge and agree that: (a) the extensions of credit provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document) are an arm’s-length commercial transaction between Holdings, U.S. Holdings, U.S. XxxXxThe Parent, the Borrower and each other Guarantor agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other Loan Parties and their respective Affiliatesimplied duty between the Administrative Agent, any Lender or any Affiliate thereof, on the one hand, and the Administrative AgentParent, the Arranger and the LendersBorrower or such Guarantor, as applicable, its stockholders or its Affiliates, on the other hand, and Holdings, U.S. Holdings, U.S. XxxXxother. The Parent, the Borrower and the each other Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of Guarantor agrees that the transactions contemplated hereby and by the other Loan Credit Documents (including any amendment, waiver or other modification hereof or thereof); (bthe exercise of rights and remedies hereunder and thereunder) in connection with the process leading to such transaction, the Administrative Agent, the Arranger and each Lender is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary, for any of Holdings, U.S. Holdings, U.S. XxxXx, the Borrower, any other Loan Party or any of their respective Affiliates, stockholders, creditors or employees or any other person; (c) none of the Administrative Agent, the Arranger or any Lender has assumed or will assume an advisory, agency or fiduciary responsibility in favor of Holdings, U.S. Holdings, U.S. XxxXxare arm’s‑length commercial transactions. The Parent, the Borrower or any and each other Loan Party Guarantor agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to any of the such transactions contemplated hereby or and the process leading thereto. The Parent, including with respect to any amendment, waiver or the Borrower and each other modification hereof or of any other Loan Document (irrespective of whether Guarantor acknowledges that the Administrative Agent, the Arranger or any Lender has advised or is currently advising Holdings, U.S. Holdings, U.S. XxxXx, the Borrower or any other Loan Party or their respective Affiliates on other matters) and none of the Administrative Agent, the Arranger or any Lender has any obligation to any of Holdings, U.S. Holdings, U.S. XxxXx, the Borrower, the other Loan Parties or their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; (d) the Administrative Agent, the Arranger, the Lenders and their respective Affiliates may have interests in, or may be engaged providing or may in the future provide financial or other services to other parties with interests which the Parent, the Borrower or such Guarantor may regard as conflicting with its interests and may possess information (whether or not material to the Parent, the Borrower or such Guarantor) other than as a broad range result of transactions (x) the Administrative Agent acting as administrative agent hereunder or (y) the Lenders acting as lenders hereunder, that involve interests that differ from those the Administrative Agent or any Lender may not be entitled to share with the Parent, the Borrower or any Guarantor. Without prejudice to the foregoing, each of Holdings, U.S. Holdings, U.S. XxxXxthe Parent, the Borrower and each other Guarantor agrees that the other Loan Parties Administrative Agent the Lenders and their respective AffiliatesAffiliates may (a) deal (whether for its own or its customers’ account) in, or advise on, securities of any Person, and none (b) accept deposits from, lend money to, act as trustee under indentures of, accept investment banking engagements from and generally engage in any kind of business with other Persons in each case, as if the Administrative AgentAgent were not the Administrative Agent and as if the Lenders were not lenders hereunder, and without any duty to account therefor to the Parent, the Arranger Borrower or any Lender has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (e) the Administrative Agent, the Arranger and the Lenders have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and Holdings, U.S. Holdings, U.S. XxxXxGuarantor. The Parent, the Borrower and each Guarantor hereby irrevocably waives, in favor of the Administrative Agent and the Lenders, any conflict of interest which may arise by virtue of the Administrative Agent and the Lenders acting in various capacities under the Credit Documents or for other Loan Parties have consulted their own legalcustomers of the Administrative Agent or any Lender as described in this Section 11.22. [Balance of page intentionally left blank] The parties hereto are executing this Agreement as of the date first above written. ADMINISTRATIVE AGENT AND LENDER: BERKSHIRE HATHAWAY LIFE INSURANCE COMPANY OF NEBRASKA, accountingBy: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Senior Vice President THE BORROWER: SERITAGE GROWTH PROPERTIES, regulatory and tax advisors L.P. a Delaware limited partnership By: Seritage Growth Properties, its general partner By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: President & CEO THE PARENT: SERITAGE GROWTH PROPERTIES, a Maryland trust By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: President & CEO EXHIBIT A FORM OF NOTE $__________ __________, 20__ For value received, the undersigned Seritage Growth Properties, L.P., a Delaware limited partnership (the “Borrower”), hereby promises to pay to the extent they deemed appropriate. Holdingsorder of ______________________ (the “Lender”) the principal amount of _________________ and ____/100 Dollars ($ ) or, U.S. Holdingsif less, U.S. XxxXx, the aggregate outstanding principal amount of the Advances (as defined in the Credit Agreement referred to below) made by the Lender to the Borrower, together with interest on the unpaid principal amount and any Make Whole Premium (if applicable) of such Advances from the date of each such Advance until such principal amount is paid in full, at such interest rates, and at such times, as are specified in the Credit Agreement. This Note is one of the Notes referred to in, and is entitled to the benefits of, and is subject to the terms of, the Senior Secured Term Loan Agreement dated as of July 31, 2018 as the same may be amended or modified from time to time (the “Credit Agreement”) among the Borrower, Seritage Growth Properties, a Maryland real estate investment trust (the “Parent”), the Lenders party thereto, Berkshire Hathaway Life Insurance Company of Nebraska, as the Administrative Agent and the other Loan Parties parties from time to time party thereto. Capitalized terms used in this Note and their respective Affiliates each not otherwise defined in this Note have the meanings assigned to such terms in the Credit Agreement. The Credit Agreement, among other things, (a) provides for the making of the Advance by the Lender to the Borrower in an aggregate amount equal to the Dollar amount first above mentioned, the indebtedness of the Borrower resulting from such Advance being evidenced by this Note and (b) contains provisions for acceleration of the maturity of this Note upon the happening of certain events stated in the Credit Agreement. Both principal and interest are payable in lawful money of the United States of America to the Administrative Agent at Berkshire Hathaway Life Insurance Company of Nebraska, 0000 Xxxxxxx Xxxxxx, Suite 1400, Omaha, NE 68102-1944, Attention: Finance (or at such other location or address as may be specified by the Administrative Agent to the Borrower) in same day funds. The Lender shall record the Advance and payments of principal made under this Note, but no failure of the Lender to make such recordings shall affect the Borrower’s repayment obligations under this Note. Except as specifically provided in the Credit Agreement, the Borrower hereby waives presentment, demand, protest, notice of intent to accelerate, notice of acceleration, and releasesany other notice of any kind. No failure to exercise, to the fullest extent permitted by lawand no delay in exercising, any claims that it may have against rights hereunder on the Administrative Agentpart of the holder of this Note shall operate as a waiver of such rights. This Note shall be governed by, and construed and enforced in accordance with, the Arranger and laws of the Lenders with respect to any breach or alleged breach state of agency or fiduciary duty.New York. [Balance of page intentionally left blank] BORROWER: SERITAGE GROWTH PROPERTIES, L.P. By: Name: Title: